Work Out
by MajorSam
Summary: Will stumbles upon an upset Magnus working out her problems in the Sanctuary gym and goes to help, but finds the kind of help she needs is not what he expected. Set one week after the events of Haunted.
1. Round 1

OK, well, this is my first attempt at a true Adult fic. The idea for this popped into my fron (Well, more like slammed) in the middle of an intense karate-training session. Woops. Suffice it to say, my brain was in other places for the rest of the night! I'm intensely anxious about the response to this first Smut attempt, but don't hold back in your reviews if it sucks! If my attempt at putting plot/justification to it all is terrible, well, tell me that too! My glorious beta NoCleverSig has told me it's good, but she might be lying :O PLEASE let me know :D

**Work Out  
(Copyright MajorSam, 2010)**

* * *

Will couldn't sleep. Too much had happened this week, and he'd been getting about as much sleep as Magnus usually did because of it, which was hardly any. The whole week had been one catastrophe after another – abnormals breaking out, others getting sick, tips from informants turning out to be completely bogus. And then there was last Thursday and the shipwreck.

They'd received the call for rescue at 4 a.m. Bleary eyed and slow- moving Sanctuary staff had been the first on the scene. Then John Druitt had showed up and started saving, then killing people. The Sanctuary had been taken over by a mad electrical being, which may have been the solitary reason for Druitt's Ripper madness. Then Electro (Thank you Henry) had been on the verge of destroying everyone, but John gave himself up to it to continue his battle to keep it in check, prevent it from wreaking its havoc at will. Oh, right, all this happened after John confessed his enduring and undying love for Magnus. Crap.

What had really topped it all off and caused Will to be so wound up, however, was the fact that when John had made his claim, Will had felt something stir inside him. _Protectiveness_. He'd actually wanted to physically pull Druitt aside and demand if he knew what his confession would do to Magnus. Maybe take him out back and punch him in the face, repeatedly, for the damage he'd already done that day… killing, in her own home! Never mind the dark past they shared, and what realizing her fiancé was The Ripper must have done to a young Magnus… God! He really needed to stop thinking!

Without realizing it, Will's preoccupied mind had led him to a part of the Sanctuary he'd never visited at this hour. The halls looked different in the gloomy darkness that sometimes permeated the vast Sanctuary at night. He decided to focus on these changes, really look at the long halls, the intricate carpets, the art. Hopefully he'd distract himself enough to not see the look on Magnus' face when John had said those words.

Will, having successfully lost himself in his musings, was snapped suddenly out of them when he heard… grunting! What the…

Yes, there was grunting. And groaning. And a lot of "thump" type noises. Was someone…

He rounded a corner and gasped. Magnus was being attacked by something huge and hairy! Will was about to cry out, leaping forward, but stopped himself.

She wasn't being attacked! The hairy thing was the Big Guy, and they were… sparring! Wow…

Will looked around the room and recognized he'd wandered into the gym. It was large, full of fancy equipment and one of those weird rubbery exercise floor things, in vibrant blue, with a huge mirrored wall running its entire length to his right. Magnus and the Big Guy were sparring on a wide open area of the matted floor which was always kept clear for just such an exercise.

Will would have thought that Biggie could take anyone down by sheer power and size, but Magnus was ducking and weaving like a phantom. She was tall, but her strong body propelled her around with grace and flawless efficiency. Will was transfixed, watching them. Biggie was in his usual loose, practical clothing, but Magnus was wearing what looked like high-end exercise attire. Her pants were black and hugged her skin so tightly he might almost call them leggings. They conformed to her muscles, allowing her to move with no interference. Her top was barely a top – more of a slightly longer sports bra, also black. Will had never seen so much bare Magnus torso before, and seeing it now, working hard, shiny with perspiration forced him to take a deep, steadying breath, before he continued his perusal. She was barefoot and completely devoid of makeup. Her hair, usually perfectly curled, straightened, or something, was tied back in a simple ponytail. Throughout her workout, strands had escaped and now clung in various patterns to her forehead, cheeks and neck. Will had the sudden urge to reach out and tuck the errant strands behind her ears…

He shook himself, and forced his eyes to focus on the actual sparring instead of Magnus' lean physique. He'd never actually seen either of them fight one-on-one before. The Big Guy was huge, but his attacks weren't as clunky as he would have expected. He obviously knew his own body very well, and just how to use it. Will had always known Magnus was a good fighter. One hundred and forty or so years in her business? Yeah, she definitely had to know some moves.

Will leaned against the door frame as he continued to watch. Dodge, feint, attack, back off, attack, defend the counterattack… Neither opponent was playing easy, and Will felt uneasy at the power of the attacks. He had never ascertained the full extent of Magnus' injuries after her encounter with Druitt, but should she be taking such forceful hits just a week later? She would occasionally let out a low grunt or puff of air, but otherwise she gave no indication of pain or slowing down. The loudest noises escaping her were what sounded like growls of anger. She was literally fighting him. Bigfoot was trying to take her down to the ground, Will could tell, but she wasn't having any of it. He'd managed to hook his hairy leg around one of hers, but as he moved to grab her shoulder and knock her to the floor, she all of a sudden dropped almost into the splits, in an insane lunge, sweeping her leg free and causing him to land spectacularly on his bottom. She moved to leap on him, locking back her arm to pummel him, crying out, but she was so lost in her rage that she was starting to get clumsy. Big Guy easily grabbed her arm, leaping up and twisting it around her back, turning her at the same time so that he could wrap his arm around her chest in a crushing grip, pulling her back against him. Will couldn't see her anymore, Biggie's back being turned towards him, but he could hear her ragged breathing, and the sounds of struggling as she tried to break free. Biggie started saying something, too low for Will to make out, but it caused her breathing to eventually even out.

After a minute or two, he released her, and she immediately walked over to the far side of the sparring mat, back still facing him. She picked up a water bottle from where it rested on some kind of strength machine, and laid her arms on the bar, leaning to rest her forehead upon it.

As soon as Bigfoot turned, he saw Will. To his credit, the Big Guy didn't hesitate at all in his walk out of the gym. He stopped about a foot away from Will. The young psychiatrist waited for him to speak, but he just stared at him, and Will felt like he was being evaluated in some kind of test. Finally Biggie grunted and walked past him and down the hall, disappearing from sight.

Will took a deep breath. Something was definitely going on with Magnus, and the Big Guy, one of her oldest friends and protectors, had deemed him worthy of helping her. She still had her back to him, so he, not wanting to disturb her from pulling herself together after the fight, padded as quietly as he could across the gym towards her. Once he was almost within reach, he coughed lightly to grab her attention. She didn't hear him. He coughed again, but she was so wrapped up in her thoughts she still didn't react. Deciding it was worth the risk, he took a step forward and gently laid his hand on her shoulder.

With a startled cry, she pitched her arm back, wrapped it around his neck/shoulder, did some funky twisty thing with her legs and hips, and all of a sudden he was lying flat on his back, winded, with a wild-eyed Magnus on top, digging one knee into his sternum so he could barely breathe while the other dug into his right side. Her right hand held his neck in a vice grip while her left crushed his arm into the floor, balancing herself.

For a moment they both froze, staring at each other, brains working overtime to catch up on what had just happened. As Will's mind cleared, his acute powers of observation led him to some rather interesting discoveries.

Magnus was hot. Well, Will had always been more than aware that she was HOT, but he meant temperature wise. He didn't know how long she'd been working out, but her skin was like fire. Her face was flushed red and shiny sweat covered her, dripping down her neck into the cleft of her sports top, which was heaving in exertion, thrusting her chest closer to his face than it had ever been. Every time she breathed out her hot breath hit his face, and he felt himself becoming warm in response.

So lost in cataloguing the situation, Will didn't realize that Magnus had been doing the same. She finally recognized who she had pinned to the ground, and with a breathy, "Sorry…," she moved her hands to rest on either side of his head. Then she eased her right knee off his chest, sliding to the ground so that she was straddling him, but not squeezing his life out. Will stayed completely still, fascinated by the way the little strands of hair that escaped from her ponytail stuck to her face and neck. Helen continued to stare down at him, trying to calm down her heavy breathing, get a hold of herself. It wasn't really working, and Will had to work very hard to gain the ability to speak.

"You ok?" he asked.

She blinked at him. _Breathe in, breathe out…_

"I'm fine," she replied, her voice strained, lifting her arms up from where they framed his head and shifting back on her knees to rest more on her haunches. This left her pretty much sitting on his lower torso just above his hips.

Will had definitely "warmed up" to her touch.

Her eyes bore into his, and Will had to fight to keep her gaze. Oh god… would she ream him out? Stalk out the door in disgust, fire him? Or just deny this had ever happened and never speak of it again?

Something in her eyes shifted, became feral, and her breathing was back to being erratic and heavy. He felt his own heart speed up in response. She just looked so damn good all sweaty and red, no makeup, and hair flying everywhere. He'd never seen her like this before, and the way she was staring at him was doing very bad things to his insides. But she couldn't ever want to… with him? Will didn't dare consider himself in even the same league as her.

All of Will's doubts and thoughts fled when, in the next instant, Magnus grabbed him roughly by the collar of his shirt and pulled him up to crush her mouth against his. He couldn't help but moan as she immediately forced his mouth open and tangled her tongue with his, sucking it into her mouth. The taste of her flooded him, and he was lost.

His hands flew up to grasp her hips, trying to gain some leverage, to sit up, but she made a sound deep in the back of her throat and pushed him back down to the ground - hard. Will had a feeling he wasn't going to have much say in how this encounter went. She let go of the death grip she had on his shirt and ran her hands down his chest, gripping his hips as she slid down his body, mouth leaving his with a wet popping sound. She grabbed his belt and with practiced precision had both it and the fly of his jeans down in barely two seconds. In two more seconds his jeans and boxers were somewhere near his ankles, and she was fumbling to peel off her exercise pants while staying perched above him. Will used her momentary distraction to suddenly buck up and throw her to the side, rolling them over so he was on top. She gasped and glared up at him, tensing her body to throw him back off, but he grabbed her arms and pinned them above her head, diving down to keep her pinned down by a kiss as she had done to him. She twisted and turned under him, still fighting, but he didn't let up.

Will expected her to settle, accept his temporary dominance, but she didn't. He slid his hands roughly along the bare skin of her curves, trying to hold her down by the waist. He felt her shiver underneath him, despite the heat of the room, and he grinned to himself. Her attempts to throw him off slowed down marginally as he finally started getting somewhere. He slid his thumbs under the waistband of her pants and peeled them down, taking whatever panties she was wearing with them. She growled, actually growled at him, but he was still too slow, and she resumed her attempts to throw him off, or at least get him to hurry the hell up! He pulled the leggings down as fast as he could, tossing them away, as well as fully kicking off his own jeans and boxers. Will wanted to take this, their first time, slowly, but Magnus growled again and thrust her hips up to grind his erection against her wet folds, and he knew there was no way this would be slow. He grabbed her hips to still them just long enough to thrust into her. Lights exploded behind his eyes… _god she was tight... _He tried not to dwell on her possible sex life, but as far as he knew, she hadn't been with anyone since he'd joined the team three years before.

He was forced out of his musings by the sudden clenching of Magnus' internal muscles, causing shockwaves of pleasure to course up his body. He rapidly reined his thoughts in, tensed his body and started driving into her with purpose. She groaned and hiked her legs up high around his waist, trying to angle herself so that every time he thrust in he would hit _that_ spot. She needed this right now, needed so badly for the turmoil in her mind to be pushed aside, to live only in the moment, in the sensations of her body.

She needed more.

"Harder!" she demanded, clenching her internal muscles again, feeling Will shake and lose his rhythm for a moment. He gritted his teeth and picked up the pace. She wrapped her arms under his shoulders and up around his upper back, pulling him to her, chest to chest, her hot breath hitting him on the neck with every thrust. Sweat trickled down and stained his shirt but still it wasn't enough.

"Damnit Will, _harder_!" she yelled. He moaned and choked out an, "I am!" and the grip he had on her hips was bruising, but it still wasn't enough. For a third time she clenched her muscles just so and when he predictably faltered, she unhooked her feet from his back, planted them squarely on the ground and flipped them. It didn't really hurt as he landed on the soft, blue, rubbery ground, but Will still felt winded when his angle of penetration shifted. Helen couldn't help her eyes from rolling back in her head as he finally hit her G-spot. She leaned back, grasping somewhere around his shins so that she could keep the delicious friction as she rode him fast and rough, letting loose her anger at being slowed down by him. Will grabbed her strong thighs where they framed his torso, his nails dug in as he held on for dear life and she hissed at the sensation. Panting grew louder and louder as they both started the climb to the top, red faced and angry at the other for their attempts to maintain power.

Will wished he'd had the time to take her top off, wanting to see her breasts bounce above him as she rode. At least the top was short, and he could see her abs working as she moved.

Helen was _so_ close… Will filled her perfectly like no one else had in a long time. Blood was pounding in her ears, drowning out her own cries, and it would take so little to tip her over the edge. She knew what she needed; she used her arms to push herself up from her back-leaning position, falling forward far enough that when she impaled herself on him one last time, her clit ground against his pubic bone. A strangled cry was torn from her mouth as she felt herself finally succumb, coming hard. She grasped blindly at his chest to prevent herself from collapsing on top of him but only managed to rip his shirt open, her hands sliding roughly over his chest before slipping over his shoulders to border his head.

The feel of her clamping down on him, insanely tight, combined with her hot hands running over his bare chest sent Will crashing right after her. He called out her name, "Magnus!," as he wrapped his arms around her back and pulled her down on top of him despite her efforts to hold herself up. He felt her shake and shudder, just as lost in bliss as he was, and he knew that however old she was, however distant she considered herself from most people, she was still just as human as he was.

As Helen finally started coming back to herself, she sluggishly pulled off of him and lay on her back beside him. Doubts and fears and questions ran rampant. _Dear god, what had she just done!_ The last week had been so hard, physically, mentally, and emotionally. Despite how chaotic the work had been, her mind was stuck on John, always on John. He had been so like the man she used to know, used to love. Could his rage have been purely a manifestation of the creature's will, it's power over him? Was John really in there, somewhere, loving her still? The very thought of it caused a little blossom of hope within her, and she both cherished and hated it. She'd been so close to him at times that day, could smell him again, feel the strength and nobility he used to exude. She had longed to touch him, hold him, and do so much more. Over 100 years and he still had so much power over her. She hated that she could be so affected by one man, especially THIS man. She needed the control she had so easily held just a short while ago. Well, before Ashley had… Anyway, this wasn't about Ashley, this was about John. Magnus could admit that she had been growing more and more wound up as the week went by, but she hadn't faced the fact until Biggie confronted her. They'd argued, loudly, and when he had suggested she work out her frustrations in the gym, she had jumped at the idea. The thought of pounding out her rage at him, who she knew she couldn't really hurt, was blissfully freeing.

It had worked, at first. She had felt the adrenaline flow as she worked her body to its limits. Her mind was free of the countless thoughts that had been racing through her. But then anger had somehow wormed its way back in, swelling until a rage had overtaken her, and the point of the exercise was lost. She hadn't been freed of her internal battles; they had just manifested themselves in a different way. Big Guy had recognized that she wouldn't make any further progress tonight, and had left her to herself.

Then Will had showed up.

She'd been hot and fumingly mad and thinking about John when suddenly there was Will. John he was certainly not, but he was definitely a man, and he was there, and looking at her with such concern and good intent that… Magnus wasn't the kind to blush at the memory of sex, but she felt guilty at using him like that. It was completely unprofessional and she hoped he wouldn't think less of her because of it.

She rolled her head to the right to look at him, and found him staring at her in return. She closed her eyes for a second, gathering herself for the truth she expected to see – disappointment, disapproval, anger at her degradation of him. When she opened her eyes to face him, she was astounded. Understanding, forgiveness, and something else she didn't dare think about. They gazed at each other for several long moments, saying everything that needed to be said with no words. They'd gotten good at silent communication over the last three years. After a while, something shifted in his eyes and he frowned, looking away.

"Will?" she asked, quietly.

He didn't know how to tell her what he was thinking. They'd crossed major lines tonight, but he was still too embarrassed to express his concerns. His concerns that he'd disappointed her. He had wanted to help, though granted in a _very_ different way, but when she'd accepted his help in the form of physical comfort, he felt he'd failed. She'd needed him to drive whatever demons she had away, but he hadn't been able to do so. He'd always considered himself a pretty decent lover, but she had needed to dominate to achieve satisfaction. He knew, rationally, that she had been upset, anxious because of John, but he still couldn't help feeling rather put-off with himself and his performance.

Magnus was concerned at his prolonged silence.

"Will?" she questioned again.

To Be Continued…

* * *

SO, how did we like Round 1! The more reviews I get, the faster I will post the next chapter! THANK YOU in advance for all good and bad reviews :) Bad ones are sent to the Big Guy to make delicious cake with!

MSam


	2. Round 2

_Previously, on "Work Out"_

He didn't know how to tell her what he was thinking. They'd crossed major lines tonight, but he was still too embarrassed to express his concerns. His concerns that he'd disappointed her. He had wanted to help, though granted in a _very_ different way, but when she'd accepted his help in the form of physical comfort, he felt he'd failed. She'd needed him to drive whatever demons she had away, but he hadn't been able to. He'd always considered himself pretty decent in the bedroom (…gym?) department, but she had needed to completely take over to get satisfied. He knew, rationally, that she was pretty nuts right now, but he still couldn't help feeling rather put-off with himself.

Magnus was concerned at his prolonged silence.

"Will?" She questioned again.

* * *

He looked back at her, appraising her for reasons beyond her. He took a decisive breath and rolled onto his left side to face her, reaching out with his right arm to gently cup her face. He leaned in and kissed her. She sighed at the soft, sweet kiss, so unlike the ferocity of earlier. He gently worked her lips for several minutes before prodding them open with his tongue. She expected things to heat up quickly, but he stayed slow, almost lazily exploring her mouth, and she found she was more than happy to stay like this. His hand strayed down to her neck, gently massaging, catching the back of her head. She sighed again, finally feeling her heart slow to a controlled pace, almost getting sleepy at the delicious sensations.

Will shifted so that he was leaning on his left elbow, snaking his hand underneath her head so she rested on it, continuing the slow massage while his left hand lightly skimmed down her neck, shoulder, running gently up and down her arm. Shivery goosebumps spread out from where he touched her, breaking across her drowsy mind, waking her up a bit. She lifted her arm to grasp his, taking her turn to run her hand along it and up to his neck, pulling him closer to her as he let his arm fall to her side, feeling her curves. As he shifted closer once again, his leg brushed against hers and she realized they were both naked from the waist down. She encouraged him, sliding her leg up and down his and he kissed her a bit harder. She let his neck go and moved to his chest, running her fingers along its smooth, warm surface, teasing him lightly. He valiantly ignored her, still focusing on her mouth, her tongue. Magnus was getting lightheaded with the continuing sweetness of it, feeling almost giddy, playful, so she continued to tease him, not able to keep a smile from forming against his lips when he shivered as she scratched his nipple. He abandoned his exploration of her side to grab her questing hand and pin it above her head.

She looked up at him, questioningly, and he shook his head. She understood his message: This was his show this time, and she wasn't allowed to touch him. She would normally rail at such a command, but instead it thrilled her. She'd left Will in command before, but had never been around to witness it. Sure Sanctuary dealings were vastly different than sex, but still…

Once he was sure she wasn't going to move her arm, he trailed his fingers along the entire, apparently ticklish length. She squirmed a bit, but made no sound. His hand continued until it reached the top of her sports bra, and they both knew another line was about to be crossed. He gently cupped a breast, running his thumb over its center, and despite the thickness of her top, Magnus felt her nipple tighten. She breathed in sharply when he pinched it. They were kissing again by this point, and it was his turn to grin. She broke the rules and bit his tongue. He responded be enveloping her entire breast and squeezing, hard. She let go. The jolt of sensual pain had had the intended effect, however, and his left hand finally extracted itself from under her head, laying it gently on the mat before joining its partner at her chest.

He spent only a few moments on her before running his thumbs along the bottom of her top, hooking them underneath. Her skin was even hotter under the material, sweaty, making it cling to her like a second skin. He pulled away from her mouth and used his hold on her to pull her up to a sitting position. He kept eye contact with her as he peeled the top off. She silently raised her arms to allow him to get it off all the way, throwing it aside. She let her arms fall to her side as Will took a hold on her waist, keeping her balanced and upright while he finally looked down. He felt his breath leave him. She was just as perfect as he'd expected. Hoped and dreamed, if he was being fully honest. Her skin was smooth and creamy, spotted with light freckles that trailed over her shoulders. Her breasts were full and round, her soft pink nipples already half hard thanks to his earlier work. He watched in amazement as they grew tighter under his scrutiny. He looked up at her, and she wore a sexy, sideways smirk as she looked right back at him through hooded, smoky eyes. On any other woman the look of confidence in her own sexual appeal would have led anyone but Will to think "Smug Bitch" but on Magnus it just made her all the more desirable. What gods had graced him the honour of being with this incredible, powerful, gorgeous enigma? Will didn't care, so long as they kept gracing him.

He reached out and pulled out the elastic holding her hair in a ponytail. He buried his fingers in the lush thickness of her hair and mussed it around, shaking it free of its ponytail imprints so that it rested comfortably on her shoulders and down her back. The picture of her perfection was complete. She sat patiently, waiting for him to decide his next move. Now her submissiveness was turning him on! He needed to get over his teenage-like fascinations right now and get on with it. He decided to keep along the same slow lines as when they'd been kissing. He ran his hands up her sides to cup each of her breasts, taking the full weight of them into his hands before running his thumbs over them, barely touching. After several soft strokes around the bottom swells he moved up to brush over just the baby-soft areola, loving the way her dark eyes blinked slowly at him, mouth slightly ajar. He finally ran over the pebbling peaks, and started to knead and roll and stroke slowly, but firmly. Helen smiled and closed her eyes, letting her head fall back a bit, letting her torso gently sway forward and back with the movement of his hands. Suddenly he reached out with his thumb and forefingers and pinched both her nipples, pulling on them, coaxing them out even further. Her chest jerked forward into his hands and she moaned.

Will felt his insides clench at the sound, and decided it was time for the next step. He kept his grasp on her chest and pulled her in so her mouth met his once again. Her mouth was immediately open and their tongues met each other like they'd done this dance a thousand times, but it stayed as exhilarating and exciting as the first. He urged Helen to plant her feet on the ground, knees bent, so that he could slide closer, bending and planting his own legs over and outside of hers, locking their bodies together while maintaining a comfortable sitting position.

He continued for only a moment or two before leaving her lips, making her frown in displeasure, then smile in forgiveness as he kissed his way down and across her chin. His lips trailed up to her ear, finding a sensitive spot just behind it. He brought one hand to steady her upper left side while his other curled around her neck, pulling it to the side as he trailed his tongue over the shell of her ear, making her squirm. He continued a long, slow torment around her ear and neck, his hot breath washing over her, slowly moving down, nipping, licking, then kissing, feeling her strong pulse beat beneath the delicate skin. When he finally made it to her collarbone, he dipped his tongue inside, tasting the salty sweat that pooled there.

The hand that was on her neck migrated down to her side, both hands now cupping her waist as his mouth continued its voyage downwards. She gripped his arms to steady herself as he finally neared her breasts, running his lips softly over her skin, avoiding her nipples completely, much to her dismay. He started to lay soft kisses on her, in the valley between her breasts, in the crease beneath them, moving up to kiss just around her areola before finally planting a whisper of a kiss on each nipple. It was so sweet, almost reverent, and Magnus closed her eyes to the feelings that swelled inside which she didn't dare name. When was the last time someone had spent this much time on her, made her feel so soft and feminine? All thought was wiped from her mind when he ran his tongue over her. He did it again, this time drawing her sensitive bud into his mouth and sucking on it. Her hands sunk into his thick hair, trying to pull him in closer as he lavished attention on her, coaxing her nipple into a hard peak with his lips and teeth and tongue. When he was satisfied, he moved to the other, making her moan and grit her teeth, wanting him to go faster but enjoying the torturously slow pace way too much to speak.

When Will had explored every millimetre of her chest, he pulled back and gently pushed on her shoulders, laying her down so he could survey his handiwork. Her hair spread out in a fan beneath her head and she let her arms lay above her on the ground, framing it. Her face and chest were flushed pink, her nipples tight and shiny wet from his attentions. She had a soft, lazy smile, and once again Will found himself powerless to resist her, leaning down to kiss her. His hands took hold of her smooth calves, skimming upwards to her still bent knees, running over them to discover her thighs. They trembled slightly as he let his fingers dance higher and higher. Just as he was about to hit the area she really wanted him to, he slid away, back down to her knees, pushing them down to join the rest of her body on the mat. He shifted so that he was straddling her, kissing her one last time before starting his final journey down her body. He spent some more time at her chest before running down her toned stomach, dipping his tongue into her belly button, playfully. He noticed two small holes at the top – she'd had her belly button pierced at one point. It was so unexpected, so against his image of her proper, poised self that he had to look up at her, questioningly. She grinned, understanding his question and simply shrugged. He shook his head. There was so much he still didn't know about her, her life, her mind, but he wanted to, and was willing to take the time to do so properly. Right now was the time to get to know the body in which all that life, all those memories resided.

As he moved lower and lower down her body, Helen found herself having to remind herself to breathe.

He got to where the top of her panties would normally be and her stomach muscles rippled in an attempt to stop her hips from rising up to meet his mouth. He grinned, and shimmied his body down to kiss just above her knees and she groaned in frustration. If he didn't start speeding up soon she didn't think she would be able to handle the anticipation, the build-up. It had been way too long since… He kissed his way up her inner thigh, running his tongue oh so close to the crease where thigh met torso and she swore she was melting. Suddenly he bit down in the same spot, and she squeaked and jumped. She should have been mortified that such a sound had escaped her, but in the next second Will had pushed her thighs apart, spreading her wide open to him, and run his tongue over the entire length of her, from just below her opening all the way up to push hard against her clit. She let out a keening cry and felt herself get impossibly wetter at the feel of his rasping tongue. He took the same path again, much slower this time, gathering the taste of her in his mouth, letting it wash over his senses, intoxicating. Will wouldn't normally be so eager about going down on a woman after intercourse, not particularly liking the taste of his own self, but there was no way in hell he was going to ask her to go clean up before continuing this. She would probably run as soon as she realized she was no longer stuck in the gym with him. So down he went, and was amazed to find the taste of her so overwhelming he wouldn't even have known they'd just had sex.

"God, Will…" she choked.

He ran his hands up her thighs while he licked her one more time, needing to touch her, feel her. As he sunk his fingers into her silky soft folds, he moved up her body to claim her mouth, wrapping her tongue in his so that she tasted herself on him. She groaned into his mouth as he played with her, dipping a finger inside to draw out her arousal and spread it around. It was completely unnecessary; she'd been soaking wet since he had started sucking on her breasts. Well, since they'd had rough, fast, angry sex in the middle of her gym, actually. Her hips had started moving to the rhythm of the two fingers he had inside her when Will realized this wasn't where he wanted to do this. There was no way they were going to make it anywhere outside of the gym, but he'd already had her on the floor, it was time to move. He pulled both his mouth and hand away from her and she made a high pitched sound of disappointment. Will was amazed that he was the cause of those sounds, so unlike anything he'd ever heard from the proper British doctor. He'd always suspected she had more facets to her than meets the eye, and that she had a wild streak in her that she kept carefully in check. He was happy to be the one that freed that animal.

Magnus narrowed her eyes as she saw Will lose focus for a moment. She reached out and grasped his semi-hard erection, squeezing it. He gasped and his eyes popped out, back to reality, and he smacked her hand away quickly.

"Do _not_ do that again," he warned, his voice low. Helen shivered at the serious, commanding tone. She was teaching him well.

She was about to ask what the hell the pause was about when he took her hands in his, standing up and bringing her with him. Her legs shook slightly in the effort to stand straight, as her arousal slowly dripped down her thighs. She was about to let loose an uncharacteristic pout, when he started to move, pulling her along. He let his long legs stride swiftly to his destination: an incline-bench, usually used for abs and free weight combination work. The kind that had just a little seat to sit on, but a long back that you could adjust the height of, to support you while you did whatever exercise you wanted. Helen was looking very forward to her workout. Will nodded at her to take her position, knowing she'd figured out what he wanted.

She made a show of sitting down, extending her long leg over the side, straddling the seat while staying standing, gripping the front of it and leaning forward slightly, pushing her ass out and against the backrest as she slowly spread her knees and lowered herself. It was reminiscent of a strip show he'd seen in college, and he could NOT believe Magnus was doing something so sexy and demonstrative. When she was fully seated she leaned back and slid her body along the backrest, trailing her hands along her hips, curves, breasts, before stretching her arms up behind her, pushing her chest out and closing her eyes, almost purring at the feel of her muscles pulling, loosening.

_Holy Shit…_ Will thought, standing in front of her, gaping like a fool. He almost pinched himself to see if he was dreaming. Was she actually doing this for him! In truth, she was doing it for herself. She was comfortable with her sexuality but hadn't been intimate with anyone in years, and was, no matter how silly it sounded, feeling "rusty" Then when John had come back only to leave her once again. For those first few days after he'd left she'd barely felt human, never mind like a woman. This was her way of coming back into herself, regaining control of her life and her body. She needed to know that she could still hold power over a man, even if it wasn't the one she truly wanted. She felt horrible about using Will this way, but he was certainly a willing participant, and she needed him. She would figure out a way to beg for his forgiveness later. He'd shown understanding thus far, but she was afraid that when the high of sex faded, he would realize what she'd done.

When she finally finished her stretch, she let her hands trail back down over her chest and stomach, to rest lightly on her hips as she spread her legs wide and looked directly at him. That outrageously sly smile was back, and her blue eyes were so dark that they were almost black. Will was still frozen in shock. An image popped up in his head of her raising her hand, crooking a finger at him and demanding he "come hither." He gulped, not sure if he would be able to handle that, already so overloaded with this new Magnus. He quickly closed the short distance between them and dropped to his knees in front of her. He needed to wipe that damn smile off her face before he spontaneously combusted or worse.

He rested on his knees between her open legs, grabbed onto one strong thigh, and drove two fingers fully into her hot center, rubbing his thumb along her clit. She gasped, and the smile was wiped. _Sweet Victory_. He really wanted to keep going with his hand, watching her beautiful face contort with pleasure, see her fight to breathe, but he wanted to taste her again even more. He pulled out of her, grabbing onto her other leg and leaning in to give her another of the long, hard licks she seemed to like so much. She moaned, as he'd hoped she would, and he wanted to see how loud she could get, even though she already made more noise than he'd expected.

He stopped with the long licks, pulling back to take in the image of her, spread out in front of him, red and shiny and he couldn't help but inhale, adding her smell to his repertoire of Magnus knowledge. He let himself explore her, kissing all around her center, over the soft, trimmed curls that lay there, then back to her silky lips. He was amazed that even in her emotionally hellish week, she'd taken the time to continue with personal upkeep. He wondered if she'd ever let him help her… The idea of a completely smooth, clean shaven Magnus made him moan, the vibrations of his mouth on her flowing straight into her core. She was so keyed up, emotionally and physically, both from his maddeningly slow teasing and the fact she'd been without this for so long that she didn't think she would last very long.

Will was determined to _make_ her last long. He didn't know if he would ever get another chance like this, and was going to make it one of the best damn night's she'd ever had.

He kissed and licked and nipped and squeezed and sucked until she was sure she would come any second, at which point he would slow down, back off, and avoid her clit until she was breathing again. Then he would do it all again. He made her shake and sweat and moan, grabbing at his hair, pulling on it desperately, trying to force him to give her the release she needed, but he refused. The more frantic Helen became, the bolder Will got. The knowledge that he could reduce this woman into a shaking, moaning mess was exhilarating. It made him lightheaded, and it made him hard. She was begging him for God's sake. He never thought he'd hear so many "Damnit Will"s in his combined life, never mind the other words she let loose with wild abandon. By the time he finally decided to let her come, his erection was painfully strained.

He took a deep breath before diving in for the finale. He plunged his tongue into her, the whole way, thrusting in and out, swirling it around to catch her sensitive areas while one hand worked over her clit, the other kneading her inner thigh. Helen sobbed with relief when she realized this was finally it, and brought one hand up to squeeze and pinch her nipples, sending spikes of pleasure straight to her core while the other hand gripped the bench, white knuckled, trying to steady herself so she wouldn't fall off, precariously balanced as she was. He worked her hard and fast, his mouth and hands everywhere and within seconds the hand on her breast moved to squeeze the bench as her body started to shake and convulse.

With a final thrust of his tongue, and rough pass of his thumb, she came, harder than she had in decades, crying out his name in a strangled choke as her body arched completely off the bench. Her mind exploded in white hot liquid heat and all she knew was the feel of his mouth making love to her. Her inner muscles squeezed his face tight to her, not letting go, but he kept on working her all the way through, listening to the cries she made. When her vision finally cleared and she settled back into her body, she realized Will hadn't stopped. When her thighs stopped trying to crush his head between them, he pulled himself out of her and moved up to her clit. He sucked it into his mouth, squeezing it between his teeth and his tongue, biting down on it and seconds later she was coming again, even harder, and this time she screamed. It felt like her climax lasted for minutes, hours, days, and when it finally started to ebb, her overtaxed body shut down, and she didn't know anything for several minutes. Her body lay in a boneless heap, unable to move or speak.

It was everything she'd been needing and more. She had to focus all her concentration on breathing, there was _no_ room for thoughts of pain or abandonment or depression.

When she was finally able to blink hazily at Will she almost laughed at the expression on his face. Cat who got the Cream didn't even begin to describe his pride. As she gained the ability to speak, she found she didn't know what to say.

"Will," her voice rasped. "I…."

"It's ok," he interrupted.

It's ok…what? It's ok, I understand you used me. It's ok, I get my role in all this. It's ok I forgive you. It's ok, let's forget about this? She had no idea what he meant, and she hated herself for it, but she didn't have the energy to try figure it out or try solve anything.

Will moved to kneel down beside her, stroking her limp, sweaty hair away from her face. He smiled down at her, and gently kissed her forehead, whispering "Sleep" before standing up and moving out of her field of vision.

She obeyed.

To Be continued…

* * *

SO, what did we think of Round 2? One more chapter to go! What more could possibly happen, you ask? Well, remember that Helen has achieved the Big O three times now, but Will only once. Poor thing! Oh, and there are a whole lot of issues that will need to be worked out…! PLEASE let me know what you all thought of this by clicking that handy dandy little review button :D

MSam


	3. Round 3

Alright folks, here we go! The third and final chapter of Work Out, just in time for the upcoming weekend. Hopefully we won't all be too caught up in the new Harry Potter! Enjoy!

MS

* * *

Helen woke later from the best period of sleep she'd had in ages. She had no idea how much time had passed, but she was now lying on the slightly squishy mat, head resting on a bunched up towel. She heard movement and started to sit up, but she saw that it was just Will, sitting cross legged beside her. He was still wearing only his shirt, hanging open, so not much time must have passed. He smiled at her when he realized she was awake, and she smiled back, relaxed. For a while they simply stayed where they were, sitting and lying, thinking about nothing in particular except for the fact that it was nice to be in the other's presence. As Helen continued to wake up, however, she became more and more aware. Her body was sore, still tired despite her nap, and the smell of sweat and sex permeated the air. Her body hummed at the memories of what they'd done, what he'd done to her.

She reached out to touch his knee, trying to formulate what to say to him, but he jumped as soon as her fingers brushed his skin, making a strange noise. She sat up, worried.

"Will, I'm sorry, what…"

She cut herself off as she looked at his expression. She slid her eyes down his body to rest on his lap. A massive hard-on greeted her gaze, and she couldn't help but gulp a little bit. She really must not have been asleep long… She looked up to his face, and he looked almost as if he were about to run away, embarrassed, and perhaps slightly guilty at his state of arousal.

"Will," she admonished, softly. "You don't have to hide that from me." She grinned, and it was his turn to gulp. She didn't think she'd be up for anymore herself, but she could at the very least take care of him. She turned over onto her hands and knees, crawling the few feet towards him like a cat approaching its prey. She took hold of his knees and forced him to uncross his legs and spread them. She leaned up to kiss him, still tasting of her, as she took his erection firmly in hand. He jumped and groaned as soon as her fist closed around him. She knew he must be in pain, holding himself back like he had, not taking care of himself while she'd selfishly passed out. She wanted to give him a tiny taste of the slow torture he'd put her through. Afterall, the pay-off would be worth a little suffering!

She stroked up and down his length a few times before leaving him, running her hand up his lower stomach, his abs, up to his chest. She pinched his nipples with both hands lightly before smoothing her hands over him, up to his shoulders, where she slid them under his shirt. She slowly drew the final piece of clothing down his muscled arms, working her tongue wetly against his. When his shirt was by his hands, she took them in hers and squeezed lightly before taking hold of the shirt again and pulling it the final distance. She pulled away from his mouth, amused when his head followed hers, begging for more, but not receiving. She balled up his shirt before throwing it as far away behind his head as possible. She was pleased to finally have him naked and took the opportunity to smooth her hands gingerly over his gloriously bare torso, wrapping her arms around him and leaning forward to press her body against his, chest to chest. He immediately pulled her closer, both running their hands all over the other's back, trying to map out all the new skin, digging in, kneading muscles. The feel of her nipples being crushed against his made Helen suddenly feel a little less tired, a little less sore. She rubbed herself against him and he moaned helplessly into her mouth.

He was pleased with himself for his performance at the incline bench, but he was reminded again how much of a woman Magnus was, how powerful and experienced. He doubted he would ever be able to please her as much as some of her past lovers had, one in particular. Will banished these melancholy thoughts when she sunk her fingers into his thick hair, digging into his scalp and all but swallowing his tongue. He was here right now and was once again being called on to perform. She was pressed against him so closely that she brushed against his erection, and his grip on her tightened even more, desperately turned on.

As soon as Helen realized how close they were, she tore her mouth away from his, shifting her hips so he could no longer feel her. He narrowed his eyes at her and gritted his teeth when she grinned cheekily back, her lips swollen and red from the power of their kisses. Her energy was returning again. His eyes narrowed even further.

"Magnus…" he warned. She full out smiled as she placed her hands on his chest and shoved, tipping him over to lay flat on his back. She quickly slithered down his body until her face was at groin level. He looked down at her, holding his breath in anticipation. She looked straight at him and slowly slid her tongue out of her mouth, running it lightly over her lips before leaning over just a bit more. She opened her mouth and breathed out. Her hot breath flowed over his cock, making it strain impossibly closer to the wet haven her mouth presented. She pursed her lips and blew out, this time cooler air hit him, and every muscle in his body tensed trying to keep himself still, hold himself together. He would NOT come just from her blowing air around him, damnit! She moved a few millimetres closer and breathed the hot air again, lowering her head so that she travelled all the way down and back up his shaft. He was practically sobbing by the time she made it back to the top.

"Magnus, please!" he whispered.

"Will, honestly. Don't you think we're past the point of you calling me Magnus?"

As she spoke, little puffs of air hit him at irregular intervals. _Oh god!_

He could only manage a strangled, choking noise in reply.

"Call me Helen, Will," she commanded.

He squeezed his eyes shut, unable to form the words to comply.

"Will…"

But he still couldn't answer. She shook her head in exasperation. He wasn't going to grant her request in his current state.

She moved her mouth down and stuck her tongue out, licking him firmly from base to head. His hips bucked up and a strain of unintelligible words escaped him. She pushed down on his hips with her hands, laying her forearms over his thighs, holding him firmly in place as she licked him again, lapping up the pre-cum that dripped out and swirling her tongue once around the head when she was done. She waited a second or two before taking the first inch into her mouth and sucking hard. He cried out and she let go of his hips, taking in the full length of him as his hips jerked up. She kept a tight pressure on him as she slowly sucked her way upwards. As he had with her, she found herself loving the taste of him, feeling a wave of wetness gush out of her at the feel of the velvety soft skin stretched over rock hard man. She gave an extra hard squeeze to the head before her mouth popped wetly off of him.

She looked up the expanse of his shaking body to his sweaty, flushed face. She crawled up his body so that her face was right above his, quickly flinging her hair over one shoulder, onto her back so it wouldn't hit his face.

"Call me Helen," she whispered.

His eyelids flew open, startled at the sudden closeness of her face, but his eyes were glazed and she could tell he hadn't understood her.

"Call me Helen," she repeated, louder and firmer.

"What?"

His face was a picture of pained effort, and she thought he looked adorable. She didn't repeat her question, just raised one eyebrow expectantly and waited.

He groaned, raising a hand to scrub across his face.

"Can't that wait?" he implored.

"No."

"What does it matter?"

She didn't answer. As time passed, she saw him calm down a bit, could tell his mind was clearing from the haze of sexual desire. She liked when he was aware enough to respond to her, and grinned, suddenly hopping off of him and standing up.

"What the… Magnus!" He was getting frustrated now, and it only fuelled her humour.

"No more fun till I hear my name, Will!"

She took a few steps backwards away from him, and he muttered something that might have been "Damn woman," as he sat up. She heard him, and shook her head.

"Ooh, being cheeky now are we?"

She took a few steps back as Will glared at her, noticing the glistening at the apex of her thighs. Target in sight, he stood up and started to stalk towards her. She laughed and took several more quick steps back and to the side.

"What the hell, Magnus?" he hissed through clenched teeth, quickening his pace as she continued to prance out of the way.

"Say my name, William."

"Can we please do this after!"

"After what?"

"After… After I…" He halted his pursuit of her. She was standing beside a rack of free weights on the edge of the sparring mat. He was standing on the side of the mat furthest away from the huge mirrored wall. She stopped as well, seeing his pause.

"After what?" she asked, her voice deep and husky.

His eyes were black with pent up lust and frustration.

"After I fuck you," he growled.

Her eyebrows rose, light glinting in her eyes as she stayed still, letting his long legs swiftly eat up the distance between them. She expected him to stop when they were face- to- face, but he kept ploughing forward, grabbing her by the waist and picking her clean up off the ground. She squeaked in surprise and had no choice but to wrap her legs and arms around him, holding on as he carried her to the mirrored wall. She cried out as he slammed her against it, her head jerking back at the unexpected contact, bouncing off of it. She had no time to recover as he bent his knees and lunged forcefully up into her, sheathing himself completely inside of her tight sex.

"YES!" she cried out.

Will started a strong, steady rhythm, banging her against the mirror with every hard thrust. She closed her eyes in ecstasy, beaming. At the sight, Will's flare of anger faded completely. She wasn't really testing him; he didn't really have anything to prove anymore. She'd just wanted to rile him up, give him a little payback for what he'd inflicted upon her earlier. Well, she'd certainly succeeded. He'd been on the verge of climax since they'd been making out! The thought that he'd been heartily making out with her, with _Magnus, _spurred him on.

_Holy shit, he hadn't just made out with her, he'd gone down on her!_

In a whirlwind of comprehension, Will, who had been lost in a daze all night, woke up and realized exactly what had happened.

_He'd had sex with her!_

_He was HAVING sex with her AGAIN! _

Adrenaline burst through him and he started thrusting with a vengeance. The gym was alive with the sounds of their laboured breathing and the slick noise of their bodies working against one another.

"God YES, Will!" she shrieked, no longer recognizing the pain of being repeatedly slammed into the wall.

"Deeper!" she ordered, and he did, grunting and sweating. With every thrust she fell down on him, gravity forcing him further than he'd even thought possible, hitting her cervix every time. She was still tender from earlier, but it was fantastic.

She clawed at his back and he dug his fingers into her hips, trying to find a good hold. He gave up, sliding his hands down to grab her ass, something he'd always wanted to do, squeezing it and forcing her down on him every time he lunged upwards. He leaned in and kissed whatever skin he could find, her lips, her chin, biting down on her neck and shoulder.

Within no time at all they were both shaking. Helen felt a low coiling within her core, building rapidly and Will's thrusts were getting shorter and faster. Her orgasm hit her like a freight train, out of nowhere, cracking across her senses like a livewire, causing her to scream for the second time that night. Her inner muscles clamped down on him like a vice, and the sight of her with her head tilted back into the mirror, screaming in ecstasy while her nails burrowed into his back tipped him over the edge.

He screamed, "Helen!" as he came, filling her with his hot seed. He miraculously managed to stay upright until he'd completely spent himself, drawing out their climaxes as long as possible before his knees gave out and they slid down the wall, Magnus' sweaty back making squeaky wet trails down its surface. They lay in a tangled heap at its base, panting and trembling, quaking in the aftermath.

The air in the gym was hot and humid and they both felt the lulling temptation of sleep, but refused to give in. Eventually, one of them managed to sit upright, leaning heavily against the wall and the other followed. When Helen's heart had stopped trying to beat its way out of her chest, she looked over at Will. Her sweaty hair stuck to the mirror as she turned. Will moved to look at her, and she did the last thing he would have ever expected.

She burst out laughing.

His face must have shown his shock, because she just started laughing even harder. After a minute or two she managed to reign in her merriment, wiping away tears from her eyes.

"I'm sorry, Will," she said, reaching out and touching his arm. "It's just… well, this whole situation really."

Will wasn't sure if he should be offended or not.

"It's not a bad thing," she said quickly, sensing his worry. "But we just had a wild romp, three, in fact, all over my very open gym."

He looked around seeing the open double doorways leading into the hall, the stack of free-for-all water bottles in a corner, the exercise band someone had forgotten to put away earlier in the day. Over a dozen people/abnormals used this place, and they had just gone and thrown themselves all over it. The ridiculousness of the situation, combined with his intense exhaustion, made him laugh too, reigniting her laughter. If anyone had walked in, they would have thought that the Boss and her protégé had gone insane, sitting slumped against the mirror, in their birthday suits, hysterical. The physical and emotional build-up of the evening had finally peaked, and now they were riding the high of the fallout.

"At least we didn't break the mirror!" he hooted, and her stomach hurt from the amusement of it all.

"Imagine how many years of bad luck that would have been!" she agreed gleefully.

They didn't realize that their legs and arms occasionally brushed against each other as they shook with mirth, taking quite a while to calm down, to start breathing again.

"Dear God," Magnus chuckled, shaking her head, "Quite intense there for a while wasn't it?"

Will sobered a little as he remembered all the reasons this had happened in the first place.

"Yeah," he replied.

She reached out and touched his shoulder, squeezing it.

"Look, Will…"

"I know this can't happen again, it's ok," he quickly interjected.

She regarded him silently for a moment.

"I wasn't going to say that," she said softly. His head whipped to the side, frowning at her. She took a deep breath.

"Look, Will, I know that my reasons for letting this happen were selfish and disgraceful at best, and I'm incredibly sorry for that." He tried to interrupt her but she wouldn't let him. "But you're smart enough to have realized what they were. You knew I was acting irresponsibly, but could tell that I…. that I needed help. You comforted me in the only way I would let you, and believe it or not, it really did help."

But had it really? Had she worked out any of her problems, or had this just been a temporary fix?

He didn't know what to say, so he remained silent.

"Thank you," she finished.

"Anytime?" he offered with a self-deprecating shrug.

Helen smiled sadly, knowing they had issues to work out after tonight. Before all that, though, they'd have to thoroughly clean the sparring mat... and the incline bench… and the wall and floor… This was a cleaning job she was not going to ask the Big Guy to do, although she realized that he must have seen Will as the young doctor was coming in and thus probably knew that something like this might have happened. She'd have to have a talk with him in the morning.

Then she would have to talk to Will, really talk. They'd brushed the surface just now, but it would be too difficult to figure out what, if anything, about their relationship had changed while they were both still naked and covered in the evidence of their indiscretion. She needed at least a full day to process what her rage against John and the way she'd lost herself to it had meant. She sighed, resisting the urge to cross her legs to try and quell the buzzing she still felt.

There was hope for her and Will, though.

After all, he'd called her Helen.

The End

* * *

Well! Good? Bad? Hopefully hot? Did the conclusion leave you satisfied? (Oooh bad pun. Sorry, I couldn't resist.) Please click that cute nubbiny Review Button and let me know! Any and all feedback/criticism welcomed with open arms. Should I attempt another fic with this "smut" business? Helen/Will again, or a different pairing? Let me know!

MS


End file.
